09/25/2025 | Press release | Distributed by Public on 09/25/2025 16:44
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $0.3 | 09/24/2025 | M | 42,969 | (1) | 11/16/2027 | Class B Common Stock | 42,969 | $ 0 | 0 | D | ||||
Class B Common Stock | (2) | 09/24/2025 | M | 42,969(3) | (2) | (2) | Class A Common Stock | 42,969 | $0.3 | 2,670,180 | D | ||||
Stock Option | $0.73 | 09/24/2025 | M | 107,813 | (1) | 09/23/2028 | Class B Common Stock | 107,813 | $ 0 | 0 | D | ||||
Class B Common Stock | (2) | 09/24/2025 | M | 107,813(3) | (2) | (2) | Class A Common Stock | 107,813 | $0.73 | 2,777,993 | D | ||||
Stock Option | $0.73 | 09/24/2025 | M | 60,157 | (1) | 01/20/2029 | Class B Common Stock | 60,157 | $ 0 | 0 | D | ||||
Class B Common Stock | (2) | 09/24/2025 | M | 60,157(3) | (2) | (2) | Class A Common Stock | 60,157 | $0.73 | 2,838,150 | D | ||||
Stock Option | $0.84 | 09/24/2025 | M | 84,320 | (1) | 09/16/2029 | Class B Common Stock | 84,320 | $ 0 | 1,097 | D | ||||
Class B Common Stock | (2) | 09/24/2025 | M | 84,320(3) | (2) | (2) | Class A Common Stock | 84,320 | $0.84 | 2,922,470 | D | ||||
Stock Option | $1.9 | 09/24/2025 | M | 31,548 | (1) | 05/05/2030 | Class B Common Stock | 31,548 | $ 0 | 539,387 | D | ||||
Class B Common Stock | (2) | 09/24/2025 | M | 31,548(3) | (2) | (2) | Class A Common Stock | 31,548 | $1.9 | 2,954,018(4) | D | ||||
Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 1,092,119 | 1,092,119 | I | By GRAT | |||||||
Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 383,592 | 383,592 | I | By Family Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mecklenburg Gabriel M.I. C/O HINGE HEALTH, INC. 455 MARKET STREET, SUITE 700 SAN FRANCISCO, CA 94105 |
X | Exec. Chairman & Co-Founder |
/s/ David Wood, Attorney-in-Fact | 09/25/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The stock option is fully vested and currently exercisable. |
(2) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain events as described further in the Issuer's amended and restated certificate of incorporation. |
(3) | Represents the exercise of options to purchase Class B Common Stock by the Reporting Person. No shares were sold by the Reporting Person, and the shares received upon the exercise of such options are subject to a lock-up agreement with the underwriters in connection with the Issuer's recent initial public offering. |
(4) | Includes 944,250 PSUs, which vest in accordance with the terms of the award. Each PSU represents a contingent right to receive one share of Class B Common Stock. |